DISTRIBUTION FEE AGREEMENT
FOR
ROYCE GIFTSHARES FUND
The Royce Fund, a Delaware business trust (the "Trust"), and
Royce Fund Services, Inc., a New York corporation ("RFS"), hereby
agree that as compensation for RFS's services and for the
expenses payable by RFS under the Distribution Agreement made
October 31, 1985 by and between the parties hereto, RFS shall
receive, for and from the assets of Royce GiftShares Fund (the
"Fund"), a series of the Trust, a monthly fee equal to .25% per
annum of the Fund's average net assets.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed on the 28th day of May, 1997.
THE ROYCE FUND
S/XXXXXXX X. XXXXX
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ROYCE FUND SERVICES, INC.
S/XXXX X. XXXXXXXXX
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